American Woodmark (AMWD)

DEFINITIONS

All accounting terms not specifically defined herein shall have the meanings determined by generally accepted accounting principles, consistently applied. All terms previously defined are incorporated in this Deed of Trust by reference. Capitalized terms used in this Deed of Trust have the meanings defined below:

“Accounts” means all accounts of the Borrower within the meaning of the Uniform Commercial Code of the State derived from or arising out of a Lease.

“Casualty” means any event that results in damage, loss, or destruction to any portion of the Property.

“Claim” means any action or other claim for liability, loss, expense, or other cost, including fees, costs and expenses of attorneys, consultants, contractors, and experts.

“Condemnation” means any temporary or permanent taking of title, use, or any other property interest under the exercise of the power of eminent domain by any Governmental Authority or by any person acting under Governmental Authority.

“Condemnation Awards” means any judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or other compensation, including any interest, and the right to receive any such payments, as a result of, or in connection with, any Condemnation or threatened Condemnation.

“Default” means any default under Article V of this Deed of Trust.

“Encumbrance” means any Lien, easement, right-of-way, roadway (public and private), common area, condominium regime, cooperative housing regime, restrictive covenant, Lease, or other matter which would affect title to the Property.

“Environmental Assessment” means a report of an environmental assessment of the Property (including the taking of soil borings and air and groundwater samples and other above and below ground testing) in scope satisfactory to the Lender, prepared by a recognized environmental consulting firm acceptable to the Lender and sufficient in detail to comply with any requirements of the Lender or of any other appropriate Governmental Authority.

“Environmental Requirement” means any current or future Law or other restriction, whether public or private, that in any way pertains to human health, safety, or welfare, Hazardous Materials, Hazardous Materials Contamination or the environment (including any Law or restriction dealing with ground, air, water or noise pollution or contamination, and underground or above ground tanks).

“Equipment” means all building materials, fixtures, equipment, and other tangible personal property which is necessary for the operation of the Facility as shell building, now or hereafter

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located on, or attached to, the Property, whether now owned or hereafter acquired by the Borrower, together with all additions to the Equipment and Proceeds thereof. The term “Equipment” specifically excludes machinery, equipment, and furniture used specifically in connection with the Borrower’s operation of its business.

“Expenses” means all costs and expenses incurred by the Lender or the Trustees (whether before or after a Default) in connection with, or in exercising or enforcing any rights, powers and remedies provided in, any of the Financing Documents, including attorneys’ fees, court costs, receivers’ fees, management fees, and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

“Financing Documents” means all documents executed and delivered in connection with the Loan and the Obligations, including this Deed of Trust, the Note, the Loan Agreement, and any other document evidencing or securing the Loan, as any of them may be amended.

“Governmental Authority” means the United States, the State, or any of their political subdivisions, agencies, or instrumentalities, including any local authority having jurisdiction over any aspect of the Project.

“Grant Deed of Trust” means the Deed of Trust and Assignment of Leases and Rents dated the same date as this Deed of Trust, made by the Borrower to Jerry L. Frantz and William M. Rudd, as trustees for the benefit of the County Commissioners of Allegany County, granting the County Commissioners of Allegany County a security interest in the Land and to be recorded in the Land Records of Allegany County, as it may be amended.

“Hazardous Materials” means any hazardous or toxic substances, wastes or materials, including any substance that contains asbestos, radon, polychlorinated biphenyls, urea formaldehyde, explosives, radioactive materials, or petroleum products, that, because of their quantity, concentration, or physical, chemical, or infectious characteristics, may pose a present or potential hazard or nuisance to human health, safety or welfare or to the environment.

“Hazardous Materials Contamination” means the present or future contamination of (a) any part of the Property, including soil, ground water, and air, by Hazardous Materials, or (b) any part of any other property (including soil, ground water, and air) or improvement as a result of Hazardous Materials emanating from the Property.

“Hydric Soils” means any soil category upon which building could be prohibited or restricted under any applicable Law, including any restrictions imposed by the Army Corps of Engineers based upon its guidelines concerning soil, vegetation, and effect on the ecosystem.

“Improvements” means all buildings, improvements, fixtures, and replacements existing, or to be erected, on the Land, and all landscaping and related amenities.

“Laws” means any current or future federal, state and local laws, statutes, rules, ordinances, regulations, codes, decisions, interpretations, orders, or decrees of any court or other Governmental Authority having jurisdiction.

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“Lease” means collectively, any current or future lease, sublease, or agreement for occupancy or use for any part of the Property, together with any amendments, extensions, or renewals thereof.

“Lien” means any mortgage, deed of trust, pledge, security interest, assignment, judgment, lien or charge of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, any liens or claims for liens for materials supplied or for labor or services performed, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction.

“Net Proceeds”, when used with respect to any Condemnation Awards or insurance proceeds allocable to the Property, means the gross proceeds from any Casualty or Condemnation remaining after payment of all expenses (including attorneys’ fees) incurred in the collection of such gross proceeds.

“Obligations” means all duties of payment, performance, and completion owed by the Borrower to the Lender under the Financing Documents and by law, including the obligations to:

(a) Pay all sums of money secured by this Deed of Trust, including all funds and all sums of principal, interest, and premium, if any, due or to become due, and past, present, and future advances under any of the Financing Documents, all money advanced or expended by the Lender as provided for in any of the Financing Documents, and all Expenses; and

(b) Strictly observe and perform all of the provisions of the Financing Documents, time being of the essence.

“Permitted Encumbrances” means: (a) This Deed of Trust; (b) The Grant Deed of Trust, (c) A lien granted to the primary lender of the Borrower so long as that lien is subordinate to the lien of the Deed of Trust and the Grant Deed of Trust, and (d) Any Encumbrance set forth in the Commitment for Title Insurance No. 5084 issued by Chicago Title Insurance Company, as updated to the date of this Deed of Trust.

“Personalty” means the Borrower’s interest in all (a) the Equipment, (b) the Accounts, (c) any franchise or license agreements and management agreements entered into in connection with the Property or the business conducted therein, (provided that all agreements are subordinate to this Deed of Trust and the Lender has no responsibility for the performance of the Borrower’s obligations thereunder), and (d) all plans and specifications, contracts, and subcontracts for the construction or repair of the Improvements, sewer and water taps, allocations and agreements for utilities, bonds, permits, licenses, guarantees, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, refunds of fees or deposits paid to any Governmental Authority, letters of credit and policies of insurance, together with all additions to the Personalty and Proceeds thereof; provided, however, that all items listed in subsections (c) and (d) above are limited to items which are used in the operation of the Property as a shell building and which are not prohibited by their terms from being assigned or assumed.

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“Proceeds” means all proceeds from any part of the Property within the meaning of the Uniform Commercial Code of the State, as well as the proceeds of any insurance policies.

“Property” has the meaning specified in Article II below.

“Rents” means all income of any kind and rights to payment arising out of any Lease, and any cash or securities deposited to secure the performance by a lessee, sublessee, or other occupier of the Property of its obligations under its Lease.

“State” means the State of Maryland.

“Taxes” means all taxes, water rents, sewer rents, assessments, utility charges (whether public or private), and other governmental or municipal or public dues, charges, and levies.